Nexa Resources S.A. (NEXA) SEC Filings

Nexa Resources S.A. reported third-quarter 2026 revenue of US$937 million, up 23% year over year, and Adjusted EBITDA of US$301 million, up 62%. It recorded a US$47 million net loss, including a US$124 million non-cash impairment and a US$51 million silver-streaming remeasurement adjustment; adjusted net income was US$144 million. Nine-month revenue was US$2.733 billion and Adjusted EBITDA was US$869 million, up 30% and 84%, respectively.

Net cash from operating activities was US$185 million and free cash flow was US$73 million. Nexa raised 2026 CapEx guidance 10% to US$420 million, citing accelerated mine development at Aripuanã, earlier Cerro Pasco Integration Project investment and Brazilian real appreciation; production and smelting sales guidance remained unchanged. Votorantim’s sale of its controlling stake to Boliden is expected to close in the first quarter of 2027, subject to customary approvals.

S&P lowered Nexa’s and its senior unsecured notes’ long-term ratings to BB+ from BBB-, with a Stable outlook. Following the Boliden transaction closing, Nexa is required to make a change-of-control tender offer for the 2028 Notes at 101% of principal within 30 days.

Nexa Resources S.A. reported a third-quarter loss per share of USD (0.47), compared with earnings per share of USD 0.52 a year earlier. For the first nine months, earnings per share were USD 0.72 versus USD 0.62. Nine-month impairment losses totaled USD 123,146, including USD 60,297 at Juiz de Fora and USD 58,033 at Três Marias System.

Controlling shareholder Votorantim agreed to transfer its Nexa shares to Boliden in a share-for-share exchange, receiving 0.250 newly issued Boliden common shares per Nexa common share. If completed, Boliden is expected to hold approximately 64.68% of Nexa. The transaction remains subject to customary conditions, including shareholder and regulatory approvals, and is expected to close in the first quarter of 2027. Nexa will receive no proceeds; subject to closing, Boliden agreed to launch a voluntary cash tender offer for the remaining Nexa shares. The transaction was incomplete as of September 30, 2026.

Management reported no material impacts from Middle East tensions or weather conditions as of September 30, 2026. To prepare for possible El Niño-related disruption in the fourth quarter of 2026 and first quarter of 2027, Nexa acquired additional concentrate volumes to increase inventory.

Nexa Resources S.A. (NEXA) is the subject of a proposed all-cash tender offer for its common shares by Boliden AB. Boliden has agreed, under a Facilitation Agreement dated August 27, 2026, that after closing its acquisition of Nexa shares from Votorantim S.A., it will commence an offer to purchase all remaining shares held by Nexa minority shareholders.

The offer has not yet commenced and no specific price or terms are included here. When the offer begins, Boliden will file a Schedule TO, and Nexa will file a solicitation/recommendation statement, both containing the detailed terms. Exhibits to this communication include a press release, investor presentation, webcast transcript and interview transcript, all dated August 27, 2026.

Nexa Resources S.A. (symbol: NEXA) is the issuer of record for a Form 6-K filing submitted to the SEC.

Nexa Resources S.A. provides second-quarter 2026 CEO and CFO certifications as a foreign private issuer. The exhibits include full Form 52-109F2 certificates signed on August 5, 2026 by President and Chief Executive Officer Ignacio Rosado and Senior Vice President of Finance and Group Chief Financial Officer José Carlos del Valle.

Nexa relies on an exemption under Part 4 of National Instrument 71-102, which affects interim MD&A requirements. References in the certifications to “interim MD&A” instead refer to Nexa’s earnings release dated August 5, 2026.

Nexa Resources S.A. reported strong second‑quarter 2026 results. Net revenues were US$908 million, up 28% year over year, with net income of US$98 million and adjusted EBITDA of US$286 million, giving a 31.5% adjusted EBITDA margin. Adjusted earnings per share rose to US$0.64 from US$0.11 in 2Q25.

Mining drove performance: adjusted EBITDA from this segment reached US$220 million, up 63% year over year, as zinc production increased to 79kt and by‑product pricing was much stronger. Smelting adjusted EBITDA rose 162% to US$66 million despite a May fire at the Cajamarquilla smelter that temporarily cut zinc metal production and sales, volumes the company expects to recover in the second half.

Operating cash flow before working capital was US$286 million, but free cash flow was US$(10) million after a US$131 million tax settlement in Peru and US$89 million of capex. Net debt declined to US$1.48 billion, with net debt to last‑twelve‑month adjusted EBITDA improving to 1.40x from 2.28x a year earlier. S&P affirmed Nexa’s BBB‑ rating but placed it on CreditWatch negative following discussions on a potential sale of the controlling stake. Nexa reaffirmed its 2026 production and cost guidance and highlighted commissioning of a fourth tailings filter at Aripuanã and the start of block caving at Cerro Lindo as key operational milestones.

Nexa Resources S.A. reported higher profitability for the six months ended June 30, 2026. Net revenues reached 1,796,256, up from 1,335,537 a year earlier, and net income rose to 215,923 from 42,017. Net income attributable to shareholders increased to 157,911, lifting basic EPS to USD 1.19 from USD 0.10.

Consolidated Adjusted EBITDA for the first half grew to 568,554 from 285,831, supported by higher zinc and copper prices and stronger mining and smelting results. Operating cash flow was 55,659 versus a prior-period use of (83,335), while cash declined to 379,740 and loans and financings increased to 1,750,326. Equity attributable to Nexa’s shareholders rose to 1,203,715 from 1,002,934.

Peruvian tax disputes remained important, but estimated uncertain tax exposures not paid or recognized decreased to 161,052, while tax claim payments recorded in other assets increased to 216,875. The company recorded 22,661 in idle-capacity costs from incidents at El Porvenir, Atacocha and Nexa CJM, and reached a silver streaming milestone that reduced the streamed share of Cerro Lindo output from 65% to 25%.

Nexa Resources reported first-half 2026 exploration results, emphasizing a strategy centered on near-mine expansion, Mineral Resource growth and greenfield work. Total drilling reached 123,455 meters, including 99,116 meters of infill and 24,339 meters of exploration drilling across Peru and Brazil.

The 2026 exploration drilling program was increased by 12% to 66,805 meters, within existing guidance, driven by encouraging results at Namibia and the Cerro Pasco Complex. Brownfield drilling at Vazante and El Porvenir delivered notable polymetallic intercepts that support the potential for future Mineral Resource growth, while Aripuanã and Namibia programs advance target generation and planned drilling in the second half of 2026.

Nexa Resources S.A. reports that it is aware of ongoing negotiations between its controlling shareholder Votorantim S.A. and Boliden AB regarding Votorantim’s interest in Nexa. The company expects to hold discussions with Boliden about a potential transaction that could affect Nexa but stresses there is no certainty any deal will be reached or what terms or timing might apply.

Nexa, a large-scale integrated polymetallic producer focused on zinc, highlights its long history operating mines and smelters in Peru and Brazil. The company states it will not provide further updates on the possible transaction unless additional disclosure becomes appropriate or legally required and includes an extensive cautionary note on forward-looking statements and related risks.